Regen BioPharma Reports Unregistered Equity Sales

TL;DR

Regen BioPharma sold unregistered stock, potentially diluting existing shares.

AI Summary

Regen BioPharma Inc. filed an 8-K on September 19, 2025, reporting unregistered sales of equity securities as of September 15, 2025. The filing does not specify the number of shares sold or the price per share, but it indicates a transaction occurred under the company's charter.

Why It Matters

This filing indicates that Regen BioPharma has issued new equity without registering it with the SEC, which could impact existing shareholders through dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and may signal a need for capital, potentially at unfavorable terms.

Key Players & Entities

• Regen BioPharma Inc. (company) — Issuer of the 8-K filing
• September 15, 2025 (date) — Date of the earliest event reported
• September 19, 2025 (date) — Date the 8-K was filed

FAQ

Key Financial Figures

• $33,200 — ated investor for cash consideration of $33,200. The sale of the Shares made in relia
• $10,000 — ated investor for cash consideration of $10,000. The sale of the Shares made in relia
• $15,000 — ated investor for cash consideration of $15,000. The sale of the Shares made in relia

Filing Documents

• form8-k.htm (8-K) — 34KB
• 0001493152-25-014182.txt ( ) — 192KB
• rgbp-20250915.xsd (EX-101.SCH) — 3KB
• rgbp-20250915_lab.xml (EX-101.LAB) — 33KB
• rgbp-20250915_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Commission File No. 333-191725 4700 Spring Street , St 304 , La Mesa , California 91942 (Address of Principal Executive Offices) (619) 722 5505 (Issuer's telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 3.02 Unregistered Sales of Equity Securities On September 15, 2025 Regen Biopharma, Inc. issued 3,320,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $33,200. The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital. On September 16, 2025 Regen Biopharma, Inc. issued 1,000,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $10,000. The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital. On September 18, 2025 Regen Biopharma, Inc. issued 1,500,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $15,000. The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGEN BIOPHARMA, INC. Dated: September 19, 2025 By: /s/ David Koos Name: David Koos Title: Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR